D&Z HOLDING GMBH as the Parent (1 ) ZELLSTOFF-UND PAPIERFABRIK ROSENTHAL GMBH as Original Borrower (2 ) D&Z Beteiligungs GmbH and ZPR Logistik GmbH as Original Guarantors (3 ) and BAYERISCHE HYPO-UND VEREINSBANK AG as Arranger, Agent, Security Agent, Original Lender and Issuing Bank (4 )

Exhibit 10.1

Private & Confidential

Dated 19^th August 2009

	D&Z HOLDING GMBH
	as the Parent			(1	)
	ZELLSTOFF-UND PAPIERFABRIK
	ROSENTHAL GMBH
	as Original Borrower			(2	)
	D&Z Beteiligungs GmbH and ZPR Logistik GmbH
	as Original Guarantors			(3	)
	and
	BAYERISCHE HYPO-UND VEREINSBANK AG
	as Arranger, Agent, Security Agent,
	Original Lender and Issuing Bank			(4	)

REVOLVING
CREDIT FACILITY AGREEMENT
in the amount of
EURO 25,000,000

Contents

Clause		Page
SECTION 1 - INTERPRETATION			2
1 Definitions and interpretation			2
SECTION 2 - THE FACILITY			20
2 The Facility			20
3 Purpose			21
4 Conditions of Utilisation			21
SECTION 3 - UTILISATION			22
5 Utilisation - Loans			22
6 Utilisation - Bank Guarantees			23
7 Bank Guarantees			25
8 Intentionally Deleted			27
SECTION 4 - REPAYMENT, PREPAYMENT AND CANCELLATION			28
9 Repayment			28
10 Prepayment and cancellation			28
SECTION 5 - COSTS OF UTILISATIONS			31
11 Interest			31
12 Interest Periods			32
13 Changes to the calculation of interest			32
14 Fees			33
SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS			35
15 Tax gross up and indemnities			35
16 Increased costs			37
17 Other indemnities			38
18 Mitigation by the Lenders			39
19 Costs and expenses			39

Execution Version

Clause		Page
SECTION 7 - GUARANTEE			41
20 Guarantee (Selbstschuldnerische Bürgschaft)			41
SECTION 8 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT			45
21 Representations			45
22 Information undertakings			49
23 Financial covenants			53
24 General undertakings			55
25 Events of Default			62
SECTION 9 - CHANGES TO PARTIES			67
26 Changes to the Lenders			67
27 Changes to the Obligors			70
SECTION 10 - THE FINANCE PARTIES			71
28 Role of the Agent, the Arranger, the Issuing Bank and others			71
29 Conduct of business by the Finance Parties			76
30 Sharing among the Finance Parties			76
SECTION 11 - ADMINISTRATION			78
31 Payment mechanics			78
32 Set-off			80
33 Notices			80
34 Calculations and certificates			81
35 Partial invalidity			82
36 Remedies and waivers			82
37 Amendments and waivers			82
38 Counterparts			83
39 Statute of limitations (Verjährung)			83
40 Money laundering			83
SECTION 12 - GOVERNING LAW AND ENFORCEMENT			84
41 Governing law			84

Execution Version

Clause		Page
42 Jurisdiction			84
Schedule 1 The Original Parties			85
Schedule 2 Conditions precedent			87
Schedule 3 Utilisation Request			91
Schedule 4 Mandatory Cost Formulae			92
Schedule 5 Form of Assignment and Assumption Certificate			94
Schedule 6 Form of Accession Letter			96
Schedule 7 Form of Resignation Letter			97
Schedule 8 Form of Compliance Certificate			98
Schedule 9 Existing Security			99
Schedule 10 Existing Indebtedness			100
Schedule 11 Structure			102
Schedule 12 Timetables			103
Schedule 13 Existing Bank Guarantees			104

Execution Version

THIS AGREEMENT is made on 19^th August 2009

BETWEEN

(1)		D&Z HOLDING GMBH, a limited liability company incorporated under the laws of the Federal Republic of Germany (Gesellschaft mit beschränkter Haftung), having its registered seat at Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the commercial register (Amtsgericht) of Jena, number HRB 210435 (the “Parent”);
(2)		ZELLSTOFF- UND PAPIERFABRIK ROSENTHAL GMBH , a limited liability company incorporated under the laws of the Federal Republic of Germany (Gesellschaft mit beschränkter Haftung,) having its registered seat at Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the commercial register (Amtsgericht) of Jena, number HRB 209855 (the “Original Borrower” or “ZPR”);
(3)		D&Z BETEILIGUNGS GMBH, a limited liability company incorporated under the laws of the Federal Republic of Germany (Gesellschaft mit beschränkter Haftung) having its registered seat at Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the commercial register (Amtsgericht) of Jena, number HRB 210443, an Original Guarantor or (“D&Z Beteiligung”);
(4)		ZPR LOGISTIK GMBH, a limited liability company incorporated under the laws of the Federal Republic of Germany (Gesellschaft mit beschränkter Haftung) having its registered seat at Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the commercial register (Amtsgericht) of Jena, number HRB 207851, an Original Guarantor or (“ZPR Logistik”);
(5)		BAYERISCHE HYPO-UND VEREINSBANK AG, having its office at Arabellastrasse 14, 81925 Munich, Federal Republic of Germany and registered in the commercial register (Amtsgericht) of Munich, number HRB 42148 (the “Arranger”) or “HVB”;
(6)		BAYERISCHE HYPO-UND VEREINSBANK AG (the “Agent” and “Security Agent”);
(7)		BAYERISCHE HYPO-UND VEREINSBANK AG (the “Original Lender”); and
(8)		BAYERISCHE HYPO UND VEREINSBANK AG as issuing bank (the “Issuing Bank”).

(together referred to as the “Parties”).

WHEREAS

(A)		ZPR was established on 2nd January 2008 as a result of a merger between Zellstoff und Papierfabrik Rosenthal GmbH & Co KG and ZPR Geschäftsführungs GmbH.
(B)		ZPR operates an ISO 9002 certified pulp mill for the production of northern bleached softwood kraft pulp located in Blankenstein, Thüringen, Federal Republic of Germany which has been financed through certain credit facilities.
(C)		The Existing Indebtedness (as defined below) will be discharged (erfüllt) through the Refinancing (as defined below).
(D)		The Original Lender has agreed to provide the Borrower (as defined below) with the Facility (as defined below) subject to the terms and conditions set out below.

Execution version

(E)

Each of the Parent and the Borrower acknowledges that the Facility will initially be provided by the Original Lender, but that the Original Lender may elect to syndicate the Facility.

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

1		Definitions and interpretation
1.1		Definitions
		In this Agreement:
		“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter);
		“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formulae);
		“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with clause 27 (Changes to the Obligors);
		“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;
		“Assignment and Assumption Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Assignment and Assumption Certificate) or any other form agreed between the Agent and the Borrower;
		“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;
		“Availability Period” means the period from and including the date of this Agreement to and including the date falling one month before the Termination Date;
		“Available Cash” means all cash, cash equivalents and securities held by any member of the ZPR Group (other than the Borrower) on the date of execution of this Revolving Credit Facility Agreement whether in the Shareholder Distribution Account or otherwise;
		“Available Commitment” means a Lender’s Commitment minus:

	(a)		the amount of its participation in any outstanding Utilisations; and
	(b)		in relation to any proposed Utilisation, the amount of its participation in any Utilisation that are due to be made on or before the proposed Utilisation Date,

other than that Lender’s participation in any Utilisation that are due to be repaid or prepaid on or before the proposed Utilisation Date;

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

“Bank Guarantee” means a Bank Guarantee (selbstschuldnerische Bürgschaft) or any other form of guarantee or letter of credit in a form agreed by the Issuing Bank, the Borrower and the Agent and includes each Existing Bank Guarantee;

Execution version

“Borrower” means the Original Borrower and any successor in title to the Original Borrower pursuant to a succession of title;

“Break Costs” means the amount (if any) by which:

	(a)		the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Utilisation or Unpaid Sum to the last day of the current Interest Period in respect of that Utilisation or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
			exceeds:
	(b)		the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Munich, New York and:

	(a)		(in relation to any date for payment or purchase of a currency other than EURO) the principal financial centre of the country of that currency; or
	(b)		(in relation to any date for payment or purchase of EURO) any TARGET Day;

“Calculation Date” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Cash Flow” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Change of Control” means if:

	(a)		the Ultimate Parent ceases to Control the Parent;
	(b)		the Ultimate Parent ceases to Control the Borrower; or
	(c)		any other person or group of persons acting in concert gains direct or indirect Control of the Parent and the Borrower (or any of them);

For the purposes of this definition, “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition of shares or partnership interests in a person, either directly or indirectly, to obtain or consolidate Control of such person;

“Closing Date” means the date on which the Agent gives notice to the Borrower under clause 4.1 (Initial conditions precedent);

“Commitment” means:

	(a)		in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and
	(b)		in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

Execution version

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate);

“Conditions Governing Guarantees” means the terms and conditions (i) under which the Existing Bank Guarantees have been issued, (ii) under which the Bank Guarantees will be issued and (iii) which shall govern the Surviving Guarantees after the Termination Date;

“Control” means the direct or indirect power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

	(a)		cast, or control the casting of, 51 per cent or more of the maximum number of votes that might be cast at a general meeting of such body corporate or another entity; or
	(b)		appoint or remove all, or the majority, of the partners, directors, management board members, or other equivalent officers of such body corporate; or
	(c)		give directions with respect to the operating and financial policies of such body corporate or another entity with which the partners, directors, management board members, or other equivalent officers of such body corporate are obliged to comply; and/or

the holding of 51 per cent or more of the issued share capital of such body corporate or holding the post of managing partner of a limited partnership or legal partnership (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) and “Controlled” shall be construed accordingly;

“Current Assets” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Current Liabilities” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Current Ratio” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Dangerous Substance” means any chemical, biological, industrial, toxic, contaminant, explosive, radioactive, hazardous or dangerous emissions, noise and any natural or artificial substance (in whatever form) including asbestos, oil, petroleum, warfare agents (Kampfstoffe) other waste and any genetically modified organism the generation, transportation, storage, treatment, use or disposal of which (whether alone or in combination with any other substance) gives rise to a risk of causing harm to man or any other living organism or damaging the Environment or public health or welfare or gives rise to the reduction of the value or use of at any site owned, leased, occupied or used by any member of the ZPR Group when applying the latest technical and scientific standards or requires remediation under Environmental Law, in each case including any controlled, special, hazardous, toxic, radioactive or dangerous waste;

“Default” means an Event of Default or any event or circumstance specified in clause 25 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

“Domination Agreements” means:

(a)

the domination and profit and loss absorption agreement (Beherrschungs- und Gewinnabführungsvertrag) entered into on 7 May 1999 between ZPR Logistik (as the dominated company (beherrschte Gesellschaft)) and ZPR, and

Execution version

the profit and loss absorption agreement (Gewinnabführungsvertrag) entered into on 12 July 2004 (as amended on 8 November 2004) between ZPR and D&Z Beteiligung;

“EBITDA” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“ECA Loan Agreement” means the loan agreement dated 19^th August 2009 between ZPR and HVB in the amount of €4,226,015.84

“Environment” means all, or any of, the following media: the air (including the air within buildings and the air within other natural or man-made structures above or below ground, such as soil-vapor), water (including ground and surface water, coastal or inland waters, acquifers, leachates, pipes, drains and sewers) and land (including buildings and other structures in, on or under it and any surface and sub-surface soil) and human health or safety, living organism and ecological systems;

“Environmental Claim” means any claim by any person:

	(a)		in respect of any loss or liability suffered or incurred by that person as a result of or in connection with any violation of Environmental Law; or
	(b)		that arises as a result of or in connection with Environmental Contamination and that could give rise to any remedy or penalty (whether interim or final) that may be enforced or assessed by private or public legal action or administrative order or proceedings;

“Environmental Contamination” means each of the following and their consequences:

	(a)		any release, discharge, emission, leakage or spillage of any Dangerous Substance at or from any site owned, leased, occupied or used by any member of the ZPR Group into any part of the Environment; or
	(b)		any accident, fire, explosion or sudden event at any site owned, leased, occupied or used by any member of the ZPR Group which is directly or indirectly caused by or attributable to any Dangerous Substance; or
	(c)		any other pollution of the Environment;

other than those in compliance with Environmental Law or any Environmental Licence;

“Environmental Law” means all regulations (including the applicable World Bank Environmental Health and Safety Guidelines and the “Equator Principles”), agreements with the authorities and the like having legal effect concerning the protection of, or the prevention of damage to, human health, the Environment, the conditions of the work place or the generation, transportation, storage, treatment or disposal of Dangerous Substances or the regulation or control of Dangerous Substances or Environmental Contamination or the provision of remedies in relation to harm or damage to the Environment;

“Environmental Licence” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the ZPR Group conducted on or from any site owned, leased, occupied or used by any member of the ZPR Group;

“Environmental & Technical Adviser” means Jaakko Pöyry (JP Management Consulting (Europe) OY, Vantaa, Finland) and its successors as advisers to the Lenders in relation to technical and environmental issues appointed by the Agent;

“EURIBOR” means, in relation to any Loan in EURO:

Execution version

	(a)		the applicable Screen Rate; or
	(b)		(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in EURO for a period comparable to the Interest Period of the relevant Loan.

“Event of Default” means any event or circumstance specified as such in clause 25 (Events of Default);

“Existing Bank Guarantee” means each guarantee issued by the Issuing Bank before the Closing Date to the beneficiary of such Bank Guarantee, each of which is set out in Schedule 13 (Existing Bank Guarantees);

“Existing Indebtedness” means the Indebtedness of the ZPR Group set out in Schedule 10 (Existing Indebtedness);

“Existing Security” means the Security of the ZPR Group set out in Schedule 9 (Existing Security);

“Expiry Date” means, in relation to any Bank Guarantee, the date on which the maximum aggregate liability under that Bank Guarantee is to be reduced to zero;

“Facility” means the revolving loan facility made available under this Agreement as described in clause 2 (The Facility);

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

“Fee Letter” means a letter dated on or about the date of this Agreement between the Arranger and the Original Borrower or the Agent and the Original Borrower or the Issuing Bank and the Original Borrower setting out any of the fees referred to in clause 14 (Fees);

“Finance Document” means:

	(a)		this Agreement;
	(b)		the ECA Loan Agreement;
	(c)		an Assignment and Assumption Certificate;
	(d)		a Bank Guarantee;
	(e)		each Fee Letter;
	(f)		each Hedging Agreement;
	(g)		the Hedging Strategy Letter;
	(h)		each Security Document;
	(i)		the Security Pooling Agreement;

Execution version

	(j)		the Shareholders’ Undertaking Agreement; and
	(k)		any other document agreed to be a “Finance Document” by both the Agent and the Borrower;

“Finance Party” means the Agent, the Arranger, the Security Agent, the Issuing Bank, the Hedging Bank or a Lender;

“Financial Indebtedness” means any indebtedness for or in respect of:

	(a)		moneys borrowed;
	(b)		any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
	(c)		any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	(d)		the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance lease, capital lease or operating lease;
	(e)		receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
	(f)		any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
	(g)		any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
	(h)		any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary bank guarantee or any other instrument issued by a bank or financial institution; and
	(i)		the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

“Fiscal Unity Agreements” means the Domination Agreements;

“GAAP” means generally accepted accounting principles in the Federal Republic of Germany;

“German Obligor” means any Obligor that is incorporated or established (as the case may be) in the Federal Republic of Germany;

“Guarantee Amount” means:

	(a)		each sum paid, or due and payable, by the Issuing Bank to the beneficiary of a Bank Guarantee pursuant to the terms of that Bank Guarantee; and
	(b)		all liabilities, costs (including any costs incurred in funding any amount which falls due from the Issuing Bank under a Bank Guarantee), claims, losses and expenses which the Issuing Bank incurs or sustains in connection with or arising out of a Bank Guarantee,

in each case which has not been reimbursed pursuant to clause 9.2 (Borrower’s indemnity to the Issuing Bank);

Execution version

“Guarantee Proportion” means, in relation to a Lender in respect of any Bank Guarantee and save as otherwise provided in this Agreement, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment to the Available Facility immediately prior to the issue of that Bank Guarantee;

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 27 (Changes to the Obligors);

“Hedging Agreements” means the agreements to be concluded in relation to any Treasury Transaction entered into under the Hedging Master Agreement in accordance with the Hedging Strategy;

“Hedging Bank” means Bayerische Hypo- und Vereinsbank AG;

“Hedging Master Agreement” means any Master Agreement for Financial Derivatives Transactions (Rahmenvertrag für Finanztermingeschäfte) entered into between the Original Borrower and the Hedging Bank;

“Hedging Strategy” means the strategy agreed between the Borrower and the Arranger for the hedging of the interest, currency or pulp price risks of the Borrower in accordance with the Hedging Strategy Letter;

“Hedging Strategy Letter” means the letter dated on or about the date of this Agreement between the Hedging Bank and the Original Borrower setting out the Hedging Strategy;

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“Insurances” means any and all of the contracts of insurance and reinsurance that the Borrower is required to procure and maintain;

“Interest Cover Ratio” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Interest Expense” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Interest Period” means, in relation to a Loan, each period determined in accordance with clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 11.3 (Default interest);

“Interest Receivable” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership (limited or otherwise) or any other entity;

“Lender” means:

	(a)		any Original Lender; and
	(b)		any bank, financial institution, trust, fund or other entity which has become a Party in accordance with clause 26 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

“Leverage Ratio” has the meaning ascribed to it in clause 23.1 (Financial definitions);

Execution version

“LIBOR” means, in relation to any Loan:

	(a)		the applicable Screen Rate; or
	(b)		(if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan;

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan;

“Majority Lenders” means:

	(a)		until the Total Commitments have been reduced to zero, a Lender or Lenders whose Commitments aggregate more than 662/3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero and there are no Utilisations then outstanding, aggregated more than 662/3 per cent of the Total Commitments immediately prior to the reduction); or
	(b)		at any other time, a Lender or Lenders whose participations in the Utilisations then outstanding aggregate more than 662/3 per cent of all the Utilisations then outstanding;

“Management Fee Agreement” means the strategic, marketing and sales agreement entered into on 1 January 2000 between ZPR and the Ultimate Parent as amended from time to time;

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost Formulae);

“Margin” means 3.50 per cent. per annum;

“Material Adverse Effect” means an event, occurrence or condition which has materially impaired or which will materially impair (as compared with the situation which would have prevailed but for such event, occurrence or condition):

	(a)		the business, operation, property and financial condition of the Borrower and the other Obligors taken as a whole and as a result, the ability of the Borrower to perform any of its obligations under the Finance Documents; or
	(b)		the validity or enforceability of the Finance Documents;

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

	(a)		if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and
	(b)		if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month;

The above rules will only apply to the last Month of any period.

Execution version

“Net Debt” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Obligations” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Obligor” means the Borrower or a Guarantor;

“Operating Costs” means any cost incurred in respect of any payment, whether directly or by way of set-off or otherwise, of assets of an Obligor in relation to:

	(a)		any marketing sales fees in respect of pulp sales payable by the Borrower to the Ultimate Parent in accordance with the Management Fee Agreement (in its form at the date of this Agreement); and
	(b)		any other operating cost and expenses reasonably incurred in the ordinary course of business;

“Original Financial Statements” means the financial statements in respect of the entities in Schedule 11 (Structure) for the period ended 31^st December 2008;

“Original Guarantors” means the parties listed under the heading “Original Guarantors” in Part I of Schedule 1 (The Original Parties);

“Original Obligor” means the Original Borrower or an Original Guarantor;

“Participating Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to the European Economic and Monetary Union;

“Party” means a party to this Agreement;

“Permitted Encumbrances” means:

	(a)		any Permitted Security except to the extent the principal amount secured by that Security exceeds the amount stated in part B of Schedule 9 (Existing Security);
	(b)		any lien arising by operation of law or in the ordinary course of trading;
	(c)		any Security arising by operation of any retention of title agreement entered into in the ordinary course of trading;
	(d)		any Security over assets in connection with operating lease agreements having, when taken together with any Permitted Security set out in paragraph (a) above, an aggregate contract value of EUR 10,000,000 at any time;
	(e)		any Security over or affecting any asset acquired by a member of the ZPR Group after the date of this Agreement if:

	(i)		the Security was not created in contemplation of the acquisition of that asset by a member of the ZPR Group;
	(ii)		the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the ZPR Group; and
	(iii)		the Security is removed or discharged within 3 Months of the date of acquisition of such asset;

Execution version

(f)

any Security over or affecting any asset of any company which becomes a member of the ZPR Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the ZPR Group, if:

	(i)		the Security was not created in contemplation of the acquisition of that company;
	(ii)		the principal amount secured has not increased in contemplation of or since the acquisition of that company; and
	(iii)		the Security is removed or discharged within 3 Months of that company becoming a member of the ZPR Group;

	(g)		any Transaction Security; or
	(h)		any Security securing any Financial Indebtedness permitted in accordance with paragraph (g) of the definition of Permitted Indebtedness.
	“Permitted Indebtedness” means any:
	(a)		any Existing Indebtedness set out in part B of Schedule 10 (Existing Indebtedness);
	(b)		Financial Indebtedness incurred under, or as expressly permitted by, the Transaction Documents;
	(c)		Financial Indebtedness incurred under the hedging transactions contemplated by the Hedging Strategy and documented by the Hedging Agreements;
	(d)		Financial Indebtedness incurred as Subordinated Liabilities by the Borrower, or if made available to any other Obligor than the Borrower, to the extent on-lent or otherwise passed on to the Borrower, which is legally and structurally subordinated to any liabilities (including contingent liabilities) of the Borrower and the relevant Obligor under the Finance Documents in accordance with the Shareholders’ Undertaking Agreement;
	(e)		Financial Indebtedness incurred by the Borrower in the ordinary course of business which does not exceed, when taken together with any Existing Indebtedness set out in paragraph (a) above, in aggregate, EUR 20,000,000 (or the equivalent in any other currency) at any time;
	(f)		any other Financial Indebtedness permitted by the Majority Lenders from time to time; and
	(g)		any Financial Indebtedness the principal amount of which does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) at any time

“Permitted Transaction” means:

	(a)		the Refinancing;
	(b)		any transaction contemplated by the Fiscal Unity Agreements;
	(c)		transactions (other than the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms; and

Execution version

(d)

any other disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security given, or other transaction arising, under the Finance Documents or as permitted by the Majority Lenders;

“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

	(a)		(if the currency is EURO) two TARGET Days before the first day of that period; or
	(b)		(for any other currency) two Business Days before the first day of that period,

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days);

“Reduction Date” means any day on which a prepayment or cancellation in accordance with clause 10 (Prepayment and cancellation) is to occur;

“Reduction Instalment” means the aggregate amount to be repaid or cancelled on any Reduction Date;

“Reference Banks” means, in relation to LIBOR, the principal London offices of Bayerische Hypo- und Vereinsbank AG, Commerzbank AG and Deutsche Bank AG and, in relation to EURIBOR, the principal office in Munich of Bayerische Hypo- und Vereinsbank AG and of the principal offices in Frankfurt am Main of Commerzbank AG and Deutsche Bank AG or such other banks as may be appointed by the Agent in consultation with the Borrower;

“Refinancing” means the discharge (Erfüllung) of the Existing Indebtedness from the proceeds of:

	(i)		cash on hand of the Borrower; and
	(j)		a draw down under the Facility (as defined below) of not more than EUR 15,000,000;

“Relevant Interbank Market” means in relation to EURO, the European interbank market and, in relation to any other currency, the London interbank market;

“Relevant Undertaking” has the meaning given to it in clause 24.26 (Limitations of undertakings);

“Renewal Request” means a written notice delivered to the Agent in accordance with clause 6.6 (Renewal of a Bank Guarantee);

“Repeating Representations” means each of the representations set out in clause 21.2 (Status), clause 21.3 (Binding obligations), clause 21.4 (Non-conflict with other obligations), clause 21.5 (Power and authority), clause 21.6 (Validity and admissibility in evidence), clause 21.7 (Governing law and enforcement), clause 21.10 (No default), clause 21.11.2 (No misleading information), clause 21.12.1 and clause 21.12.2 (Financial statements), clause 21.13 (Pari passu ranking) and clause 21.16 (Good title to assets);

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter);

“Rollover Utilisation” means one or more Utilisations:

Execution version

	(a)		made or to be made on the same day that (i) a maturing Loan is due to be repaid or (ii) the Borrower is obliged to pay to the Agent for the Issuing Bank the amount of any claim under a Bank Guarantee;
	(b)		the aggregate amount of which is equal to or less than (i) the maturing Loan or (ii) the amount of the claim under the Bank Guarantee;
	(c)		in the same currency as (i) the maturing Loan (unless it arose as a result of the operation of clause Error! Reference source not found. (Unavailability of a currency) or (ii) the claim under the Bank Guarantee; and
	(d)		made or to be made to the Borrower for the purpose of (i) refinancing a maturing Loan or (ii) satisfying the obligations of the Borrower to pay the amount of a claim under the Bank Guarantee to the Agent for the Issuing Bank;

“Screen Rate” means:

	(a)		in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period; and
	(b)		in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders;

“Security” means a mortgage, charge, pledge, lien, assignment by way of security, guarantee, parallel debt obligation or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

“Security Documents” means:

	(a)		German law global assignment agreement (Globalzession) between the Borrower and the Security Agent;
	(b)		German law transfer of assets by way of security (Raumsicherungsübereignung) between the Borrower and the Security Agent;
	(c)		German law pledge of bank accounts (Kontenverpfändung) between the Borrower and the Security Agent; and
	(d)		German law pledge of claims under the Hedging Agreements (Verpfändung) between the Borrower and the Security Agent; and
	(e)		any other document agreed to be a “Security Document” by both the Agent and the Borrower;

“Security Pooling Agreement” means the security pooling agreement entered into on or about the date of this Agreement between, inter alia, the Agent, the Security Agent, the Hedging Bank, the Original Lender and the Original Obligors;

“Shareholder Distribution Account” the account named “Shareholder Distribution Account” held by the Borrower with Bayerische Hypo- und Vereinsbank AG;

“Shareholder Loan Agreements” means:

Execution version

	(a)		the shareholder agreement in the agreed form for the aggregate amount of USD 150,000,000 entered into on February 9, 2005 between the Ultimate Parent as lender and D&Z Beteiligung as the borrower;
	(b)		the shareholder agreement in the agreed form for the aggregate amount of USD 150,000,000 entered into on February 9, 2005 between D&Z Beteiligung as lender and ZPRG as the borrower; and
	(c)		the shareholder agreement in the agreed form for the aggregate amount of USD 150,000,000 entered into on February 9, 2005 between ZPRG as lender and ZPR KG as the borrower;

as amended from time to time.

and any other document, entered into on substantially the same terms as the Shareholder Loan Agreements and agreed to be a “Shareholder Loan Agreement” by both the Agent and the Borrower;

“Shareholders’ Undertaking Agreement” means the shareholders’ undertaking agreement entered into on 19^th August 2009 between, inter alia, the Ultimate Parent, the Security Agent, the Parent, and the Original Borrower;

“Specified Time” means a time determined in accordance with Schedule 12 (Timetables);

“Subordinated Agreements” means any instruments under which Subordinated Liabilities arise or are regulated (including the Shareholder Loan Agreements);

“Subordinated Creditor” means the Ultimate Parent, the Parent (as a creditor in respect of Subordinated Debt) and each other person to whom a member of the ZPR Group owes Subordinated Liabilities and that is from time to time party to the Shareholders’ Undertaking Agreement as a Subordinated Creditor and any other person, not being a member of the ZPR Group, that may from time to time hold shares in any member of the ZPR Group;

“Subordinated Debt” means any debt incurred by a member of the ZPR Group pursuant to a Shareholder Loan Agreement including interest and accrued interest;

“Subordinated Liabilities” means all or any (as the context may require) of any and all obligations for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent, but excluding any obligations for the payment or repayment of Operating Costs, of any member of the ZPR Group to the Subordinated Creditors on any account whatsoever including any Subordinated Debt and the share capital of any member of the ZPR Group;

“Subsidiary” means companies which are dependent enterprises of the relevant Holding Company, or any company in respect of which such term is used, within the meaning of Sec. 17 German Stock Corporation Act and subsidiaries within the meaning of Sec. 290 German Commercial Code (but for the purpose of the definition of “ZPR Group”, excluding Dresden Papier);

“Surviving Bank Guarantee” has the meaning given to it in clause 7.2.5 (Claims under a Bank Guarantee);

“TARGET” means Trans-European Automated Real-time Gross Settlement Express Transfer payment system;

“TARGET Day” means any day on which TARGET is open for the settlement of payments in EURO;

Execution version

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Term” means, in relation to any Bank Guarantee, the period from its Utilisation Date until its Expiry Date;

“Termination Date” means 31 December 2012.

“Total Commitments” means the aggregate of the Commitments, being EURO 25,000,000 at the date of this Agreement;

“Transaction Documents” means the Finance Documents, the Shareholder Loan Agreements, any other Subordinated Agreement, any Fiscal Unity Agreement, the Management Fee Agreement and any other document agreed to be a “Transaction Document” by both the Agent and the Parent;

“Transaction Security” means the Security created or purported to be created under or pursuant to the Security Documents or any other Finance Document;

“Transfer Date” means, in relation to a transfer, the later of:

	(a)		the proposed Transfer Date specified in the Assignment and Assumption Certificate; and
	(b)		the date on which the Agent executes the Assignment and Assumption Certificate;

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price;

“Ultimate Parent” means Mercer International Inc., a corporation organised under the laws of the State of Washington, United States of America, having its office at 14009 Interurban Avenue, Suite 282, Seattle, Washington 98168, United States of America;

“Unencumbered Cash” has the meaning ascribed to it in clause 23.1 (Financial definitions);

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents;

“Utilisation” means a Loan or a Bank Guarantee;

“Utilisation Date” means, subject to clause 6.8 (Treatment of Existing Bank Guarantees), the date on which a Utilisation is made;

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request);

“VAT” shall be construed as a reference to value added tax and any other tax of a similar nature which may be imposed from time to time in any relevant jurisdiction;

“ZPR Group” means the Parent and its Subsidiaries for the time being and “member of the ZPR Group” shall be construed accordingly;

1.2		Construction
1.2.1		Unless a contrary indication appears, any reference in this Agreement to:

Execution version

	(a)		the “Agent”, the “Arranger”, the “Borrower”, any “Finance Party”, any “Guarantor”, the “Issuing Bank”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
	(b)		“assets” includes present and future properties, revenues and rights of every description;
	(c)		“assignment” means Abtretung;
	(d)		“authorised signatory” means Geschäftsführer or Prokurist insofar as any company incorporated or limited partnership established in the Federal Republic of Germany is concerned;
	(e)		“board of directors” means Geschäftsführung insofar as any company incorporated or limited partnership established in the Federal Republic of Germany is concerned;
	(f)		“control” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise;
	(g)		a reference to a “director” means Geschäftsführer insofar as any company incorporated or limited partnership established in the Federal Republic of Germany is concerned;
	(h)		“disposal” or “dispose” means a sale, lease, licence, transfer or loan (but not including by way of loan of money) or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions);
	(i)		the “equivalent” of an amount specified in a particular currency (the “specified currency amount”) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount Agent’s Spot Rate of Exchange;
	(j)		a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;
	(k)		“gross negligence” means grobe Fahrlässigkeit;
	(l)		“guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss including a third party security arrangement, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
	(m)		“including” means “including without limitation”;
	(n)		“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
	(o)		a reference to a “limited partnership” means, insofar as it is established under the laws of the Federal Republic of Germany, a GmbH & Co. KG;
	(p)		“management” means Geschäftsführung insofar as any company incorporated or limited partnership established in the Federal Republic of Germany is concerned;
	(q)		references to something being in the “ordinary course of business” of a person means in gewöhnlichem Geschäftsgang;

Execution version

	(r)		“pay”, “prepay” or “repay” in clause 24 (General undertakings) includes by way of set-off, combination of accounts or otherwise;
	(s)		a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;
	(t)		“promptly” means unverzüglich;
	(u)		a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
	(v)		“rights” include all rights, whether actual or contingent, present or future, arising under contract or law;
	(w)		the “share capital” of a company includes in the case of a partnership, partnership interests and in any case includes any equity or other ownership interest;
	(x)		“trustee”, “fiduciary” and “fiduciary duty” has in each case the meaning given to such term under applicable law;
	(y)		“wilful default” and “wilful misconduct” means Vorsatz;
	(z)		references (i) to the “winding up”, “dissolution”, or “administration” of a person or (ii) to a “receiver” or “administrative receiver” in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrence of liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;
	(aa)		the Borrower “repaying” or “prepaying” a Bank Guarantee means:

	(i)		the Borrower providing cash cover for that Bank Guarantee;
	(ii)		the maximum amount payable under the Bank Guarantee being reduced in accordance with its terms; or
	(iii)		the Issuing Bank being satisfied that it has no further liability under that Bank Guarantee,

and the amount by which a Bank Guarantee is repaid or prepaid under clause 1.2.1(aa)(i) and clause 1.2.1(aa)(ii) above is the amount of the relevant cash cover or reduction;

(bb)

the Borrower providing “cash cover” for a Bank Guarantee means the Borrower paying an amount in the currency of the Bank Guarantee to an interest-bearing account in the name of the Borrower and the following conditions are met:

(i)

the account is with the Agent or the Issuing Bank (if the cash cover is to be provided for all the Lenders) or with a Lender (if the cash cover is to be provided for that Lender);

Execution version

	(ii)		withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Bank Guarantee until no amount is or may be outstanding under that Bank Guarantee; and
	(iii)		the Borrower has executed a security document, in form and substance satisfactory to the Agent or the Finance Party with which that account is held, creating a first ranking security interest over that account;

	(cc)		the Interest Period of a Bank Guarantee will be construed as a reference to the Term of that Bank Guarantee;
	(dd)		an amount borrowed includes any amount utilised by way of Bank Guarantee;
	(ee)		a Utilisation made or to be made to the Borrower includes a Bank Guarantee issued on its behalf;
	(ff)		a Lender funding its participation in a Utilisation includes a Lender participating in a Bank Guarantee;
	(gg)		amounts outstanding under this Agreement include amounts outstanding under or in respect of any Bank Guarantee;
	(hh)		an outstanding amount of a Bank Guarantee at any time is the maximum amount that is or may be payable by the Borrower in respect of that Bank Guarantee at that time;
	(ii)		a provision of law is a reference to that provision as amended or re-enacted; and
	(jj)		a time of day is a reference to Central European time (CET) or, as the context requires, London time; and
	(kk)		words importing the plural shall include the singular and vice versa.

1.2.2		Section, clause and Schedule headings are for ease of reference only.
1.2.3		Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
1.2.4		A Default or an Event of Default is “continuing” if it has not been remedied or waived.
1.2.5		In any calculation or determination done for the purposes of a Finance Document, no amount shall be double-counted or duplicated.
1.3		Language
		This Agreement is made in the English language. The English language version of this Agreement shall prevail over any translation of this Agreement, save for where a German translation of a word or phrase appears in the text of this Agreement, in which case the German translation of such word or phrase shall prevail.
1.4		Shareholder Distribution Account
		Notwithstanding any provision of this Agreement or any other Security Document to the contrary, each Obligor, the Agent and the Lenders agree that:

Execution version

1.4.1		the Shareholder Distribution Account shall not be subject to any Security from, by or under any Security Document;
1.4.2		nothing herein or in any Security Document shall restrict, prohibit or otherwise limit the Borrower from paying, disbursing or transmitting all or parts of any moneys or assets in the Shareholder Distribution Account or any other Available Cash in its sole discretion from time to time and at any time; and
1.4.3		in the event of any conflict or inconsistency between this Agreement and the Security Documents as regards the Shareholder Distribution Account or any other Available Cash, the provisions of this Agreement shall take precedence and govern for all purposes.

Execution version

SECTION 2
THE FACILITY

2		The Facility
2.1		The Facility
		Subject to the terms of this Agreement, the Lenders make available to the Borrower a revolving credit facility in an aggregate amount equal to the Total Commitments.
2.2		Finance Parties’ rights and obligations
2.2.1		The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents (Ausschuß der Gesamtschuldnerischen Haftung).
2.2.2		The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt. The formation of joint property (Gesamthandsvermögen) shall be excluded.
2.2.3		A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
2.3		Obligors’ Agent
2.3.1		Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Letter irrevocably appoints and authorises (bevollmächtigt) the Borrower, and each German Obligor (other than the Borrower) hereby releases the Borrower from the restrictions of Section 181 of the German Civil Code (BGB):

	(a)		as agent for such Obligor to receive all notices, requests, demands or other communications under this Agreement which shall, without prejudice to any other effective mode of serving the same, be properly served on such Obligor if served on the Parent in accordance with clause 33 (Notices); and
	(b)		to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of the Borrower, Utilisation Requests), to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor;

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

2.3.2

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all

Execution version

		purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.
3		Purpose
3.1		Purpose
		The Borrower shall apply all amounts borrowed by it under the Facility:
3.1.1		towards the financing of its working capital requirements; and
3.1.2		up to a maximum aggregate amount of EUR 15,000,000, to finance the Refinancing.
3.2		Monitoring
		No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
4		Conditions of Utilisation
4.1		Initial conditions precedent
		The Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.
4.2		Further conditions precedent
		The Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:
4.2.1		in the case of a Rollover Utilisation, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and
4.2.2		the Repeating Representations to be made by each Obligor are true in all material respects.
4.3		Maximum number of Utilisation
4.3.1		The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 10 or more Loans would be outstanding.

Execution version

SECTION 3
UTILISATION

5		Utilisation - Loans
5.1		Delivery of a Utilisation Request for Loans
		The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.
5.2		Completion of a Utilisation Request for Loans
5.2.1		Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

	(a)		the proposed Utilisation Date is a Business Day within the Availability Period;
	(b)		the currency and amount of the Utilisation comply with clause 5.3 (Currency and amount); and
	(c)		the proposed Interest Period complies with clause 12 (Interest Periods).

5.3		Currency and amount
5.3.1		The currency specified in a Utilisation Request must be Euro
5.3.2		The amount of the proposed Loan must be:

	(a)		a minimum of EUR 1,000,000 (or its equivalent) (and an integral multiple of EUR 250,000) (or its equivalent); or
	(b)		in any event such that its amount is less than or equal to the Available Facility.

5.4		Lenders’ participation
5.4.1		If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.
5.4.2		The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.
5.4.3		The Agent shall determine the amount of each Loan and shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time.
5.4.4		The Borrower irrevocably authorises (bevollmächtigt) and directs the Agent to remit the proceeds of each Loan as follows:

	(a)		in the case of a Loan to be used to repay Existing Indebtedness, to the account of the relevant bank or financial institution in respect of the Existing Indebtedness to be repaid as previously notified to the Agent by the Borrower;
	(b)		in the case of all other Loans, to the account specified in the relevant Utilisation Requests.

Execution version

5.4.5		For the purposes of this clause 5.4 each Party, which is incorporated or established under the laws of the Federal Republic of Germany, hereby releases the Agent from the restrictions of section 181 of the German Civil Code (BGB).
6		Utilisation - Bank Guarantees
6.1		Bank Guarantees
6.1.1		The Facility may be utilised by way of Bank Guarantees.
6.1.2		Clause 5 (Utilisation - Loans) does not apply to Utilisations by way of Bank Guarantees.
6.2		Delivery of a Utilisation Request for Bank Guarantees
		The Borrower (or the Parent on its behalf) may request a Bank Guarantee to be issued by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.
6.3		Completion of a Utilisation Request for Bank Guarantees
6.3.1		Each Utilisation Request for a Bank Guarantee is irrevocable and will not be regarded as having been duly completed unless:

	(a)		it specifies that it is for a Bank Guarantee;
	(b)		the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Revolving Facility;
	(c)		the currency and amount of the Bank Guarantee comply with clause 6.4 (Currency and amount);
	(d)		the Expiry Date of the Bank Guarantee falls on or before the Termination Date;
	(e)		the delivery instructions for the Bank Guarantee are specified; and
	(f)		the identity of the beneficiary and purpose of the Bank Guarantee have been approved by the Agent and the Issuing Bank.

6.3.2		Multiple Utilisations may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date. Only one Utilisation may be requested in each subsequent Utilisation Request.
6.4		Currency and amount
6.4.1		The currency specified in a Utilisation Request for a Bank Guarantee must be in Euro.
6.4.2		The amount of the proposed Bank Guarantee must be such that it is less than or equal to the Available Facility.
6.5		Issue of Bank Guarantees
6.5.1		If the conditions set out in this Agreement have been met, the Issuing Bank shall issue the Bank Guarantee on the Utilisation Date.
6.5.2		The Issuing Bank will only be obliged to comply with clause 6.5.1 above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:

Execution version

	(a)		in the case of a Bank Guarantee to be renewed in accordance with clause 6.6 (Renewal of a Bank Guarantee), no action has been taken under clause 25.19 (Acceleration) and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and
	(b)		in relation to any Utilisation on the Closing Date, all the representations and warranties in clause 21 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by each Obligor are true.

6.5.3		The amount of each Lender’s participation in each Bank Guarantee will be equal to the Guarantee Proportion.
6.5.4		The Agent shall notify the Issuing Bank and each Lender of the details of the requested Bank Guarantee and its participation in that Bank Guarantee by the Specified Time.
6.6		Renewal of a Bank Guarantee
6.6.1		The Borrower (or the Parent on its behalf) may request that any Bank Guarantee issued on its behalf be renewed by delivery to the Agent of a Renewal Request in substantially similar form to a Utilisation Request for a Bank Guarantee by the Specified Time.
6.6.2		The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Bank Guarantee.
6.6.3		The terms of each renewed Bank Guarantee shall be the same as those of the relevant Bank Guarantee immediately prior to its renewal, except that:

	(a)		its amount may be less than the amount of the Bank Guarantee immediately prior to its renewal; and
	(b)		its Term shall start on the date which was the Expiry Date of the Bank Guarantee immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

6.6.4		If the conditions set out in this Agreement have been met, the Issuing Bank shall amend and re issue any Bank Guarantee pursuant to a Renewal Request.
6.7		Treatment of Existing Bank Guarantees
		On and from the Closing Date:
6.7.1		each Existing Bank Guarantee shall be deemed to be a Bank Guarantee issued under this Agreement subject to the provisions of clause 6.5 (Issue of Bank Guarantee) which shall apply mutatis mutandis to the deemed issue of a Bank Guarantee under this clause 6.7;
6.7.2		that date shall be deemed to be the Utilisation Date for each Existing Bank Guarantee; and
6.7.3		in addition to the Conditions Governing Guarantees all the terms of this Agreement relating to Bank Guarantees shall apply to the Existing Bank Guarantees.

Execution version

7		Bank Guarantees
7.1		Immediately payable
		If a Bank Guarantee or any amount outstanding under a Bank Guarantee is expressed to be immediately payable, the Borrower shall repay or prepay that amount immediately.
7.2		Claims under a Bank Guarantee
7.2.1		The Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Bank Guarantee requested by it (or requested by the Parent on its behalf) and which appears on its face to be in order (in this clause 7.2, a “claim”).
7.2.2		The Borrower shall immediately on demand or, if such payment is being funded by a Loan, shall within five Business Days of demand, pay to the Agent for the Issuing Bank an amount equal to the amount of any claim paid.
7.2.3		The Borrower acknowledges that the Issuing Bank:

	(a)		is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and
	(b)		deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set off, counterclaim or other defence of any person.

7.2.4

The obligations of the Borrower under this clause will not be affected by:

	(a)		the sufficiency, accuracy or genuineness of any claim or any other document; or
	(b)		any incapacity of, or limitation on the powers of, any person signing a claim or other document.

7.2.5		If a Bank Guarantee remains outstanding after the Termination Date (a “Surviving Bank Guarantee”) but has on or before that date been repaid by way of provision of cash cover as set out in clause 1.2.1(aa)(i) (Construction), that Bank Guarantee shall be treated as being outstanding under a bilateral guarantee facility provided by the Issuing Bank, the terms of which (including the fee) are to be set out in a separate document between the Issuing Bank and the Borrower.
7.3		Indemnities
7.3.1		The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee requested by (or on behalf of) the Borrower.
7.3.2		Each Lender shall (according to its Guarantee Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or after the Termination Date under or in connection with a Surviving Bank Guarantee) in acting as the Issuing Bank under any Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
7.3.3		If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with clause 7.3.2 above, then that Lender will not be obliged to comply with clause 7.3.2 above and shall instead take all steps required to ensure that, on the date the Bank Guarantee is issued (or if later,

Execution version

		on the date the Lender’s participation in the Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), it assumes a participation in the Bank Guarantee in an amount equal to its Guarantee Proportion of that Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Guarantee Proportion of the amount demanded.
7.3.4		The Borrower which requested (or on behalf of which the Parent requested) a Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this clause 7.3 in respect of that Bank Guarantee.
7.3.5		The obligations of each Lender under this clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
7.3.6		The obligations of any Lender or Borrower under this clause 7.3 will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 7.3 (whether or not known to it or any other person) including:

	(a)		any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or any other person;
	(b)		the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the ZPR Group;
	(c)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person or any non presentation or non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
	(d)		any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any beneficiary under a Bank Guarantee or any other person;
	(e)		any amendment (however fundamental) or replacement of a Finance Document, any Bank Guarantee or any other document or security;
	(f)		any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Bank Guarantee or any other document or security; or
	(g)		to the extent legally possible, any insolvency or similar proceedings.

7.4		Rights of contribution
		No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this clause 7.
7.5		Settlement conditional
		Any settlement or discharge between a Lender and the Issuing Bank shall be conditional upon no security or payment to the Issuing Bank by a Lender or any other person on behalf of a Lender being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency, liquidation or similar laws of general application and, if any such security or payment is so avoided or reduced, the Issuing Bank shall be entitled to recover the value or amount of such security or payment from such Lender subsequently as if such settlement or discharge had not occurred.

Execution version

7.6		Exercise of rights
		The Issuing Bank shall not be obliged before exercising any of the rights, powers or remedies conferred upon it in respect of any Lender by this Agreement or by law:
7.6.1		to take any action or obtain judgment in any court against any Obligor;
7.6.2		to make or file any claim or proof in a winding up or dissolution of any Obligor; or
7.6.3		to enforce or seek to enforce any other security taken in respect of any of the obligations of any Obligor under this Agreement.
8		Intentionally Deleted

Execution version

SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

9		Repayment
9.1		Repayment of Loans
		The Borrower shall repay each Loan on the last day of its Interest Period and all Loans in full on the Termination Date.
9.2		Repayment of Guarantees
		The Borrower shall repay each Bank Guarantee on its Expiry Date and all Bank Guarantees in full on the Termination Date.
10		Prepayment and cancellation
10.1		Illegality
		If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Utilisation:
10.1.1		that Lender shall promptly notify the Agent upon becoming aware of that event;
10.1.2		upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and
10.1.3		the Borrower shall repay that Lender’s participation in the Utilisations made to it on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).
10.2		Change of Control
		Upon the occurrence of a Change of Control:
10.2.1		the Borrower shall promptly notify the Agent upon becoming aware of that event;
10.2.2		a Lender shall not be obliged to fund a Utilisation (except for a Rollover Utilisation); and
10.2.3		if the Majority Lenders so require, the Agent shall, by not less than 30 Business Days notice to the Parent, cancel the Total Commitments and declare all outstanding Utilisations, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.
10.3		Voluntary cancellation
		The Borrower (or the Parent on its behalf) may, if:
10.3.1		in respect of the last day of any Interest Period, it gives the Agent not less than 10 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice; or

Execution version

10.3.2		at any other time, it gives the Agent not less than 30 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice,
		cancel the whole or any part (being a minimum amount of EUR 1,000,000 (or its equivalent)) of the Available Facility. Any cancellation under this clause 10.3 shall reduce the Commitments of the Lenders rateably.
10.4		Voluntary prepayment of Loans
		The Borrower (or the Parent on its behalf) may, if it gives the Agent not less than 30 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of EUR 1,000,000 (or its equivalent)).
10.5		Applications of Prepayments
		Prepayments made under this clause 10 shall be applied as follows:
10.5.1		first, in prepayment of the Loans in order of maturity until repaid or prepaid in full; and
10.5.2		second, in prepayment of the Bank Guarantees in accordance with the notice delivered under clause 10.2 (Change of Control) or clause 10.3 (Voluntary cancellation), as the case may be.
10.6		Right of repayment and cancellation in relation to a single Lender
10.6.1		If:

	(a)		any sum payable to any Lender by an Obligor is required to be increased under clause 15.2.3 (Tax gross-up); or
	(b)		any Lender claims indemnification from the Borrower under clause 15.3 (Tax indemnity) or clause 16.1 (Increased costs),

		the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations.
10.6.2		On receipt of a notice referred to in clause 10.6.1(a) above, the Commitment of that Lender shall immediately be reduced to zero.
10.6.3		On the last day of each Interest Period which ends after the Borrower has given notice under clause 10.6.1(a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in that Utilisation.
10.7		Restrictions
10.7.1		Any notice of cancellation or prepayment given by any Party under this clause 10 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. Any such cancellation or prepayment shall oblige the Borrower to make the cancellation or prepayment of the specified amount on the specified date.
10.7.2		Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

Execution version

10.7.3		Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.
10.7.4		The Borrower shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
10.7.5		No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
		If the Agent receives a notice under this clause 10 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

Execution version

SECTION 5
COSTS OF UTILISATIONS

11		Interest
11.1		Calculation of interest
		The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:
11.1.1		Margin;
11.1.2		EURIBOR; and
11.1.3		Mandatory Cost, if any.
11.2		Payment of interest
		The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.
11.3		Default interest
11.3.1		If the Borrower fails to pay any amount (other than interest) payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate 2.0 per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration reasonably selected by the Agent.
11.3.2		If the Borrower fails to pay any interest payable by it under a Finance Document, it shall make a liquidated damages payment (pauschalierter Schadensersatz) for all amounts of interest overdue equal to the amount which is payable by applying the rate to be determined in accordance with this clause 11.3 on the amount of interest overdue for the period from the due date of the relevant interest payment up to the date of actual payment (both before and after judgment), provided that the Borrower shall be free to prove that no damage has arisen, or that damage has not arisen in the asserted amount.
11.3.3		Any interest accruing or damages payable under this clause 11.3 shall be immediately payable by the Borrower on demand by the Agent.
11.3.4		Any further damages and indemnities shall be dealt with in accordance with clause 17.2 (Other indemnities).
11.4		Notification of rates of interest
		The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

Execution version

12		Interest Periods
12.1		Selection of Interest Periods
12.1.1		Unless the Borrower (or the Parent on its behalf) has selected an Interest Period in accordance with clause 12.1.2 and clause 12.1.3 below and subject to this clause 12, each Interest Period shall be six Months.
12.1.2		The Borrower (or the Parent on its behalf) may select an Interest Period for a Loan in the Utilisation Request for that Loan.
12.1.3		Subject to this clause 12, the Borrower (or the Parent on its behalf) may select an Interest Period of 1, 3 or 6 Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders).
12.1.4		An Interest Period for a Loan shall not extend beyond the Termination Date.
12.1.5		Each Interest Period for a Loan shall start on the Utilisation Date.
12.1.6		A Loan has one Interest Period only.
12.2		Consolidation of Loans
		If, prior to the expiry of the Availability Period, two or more Interest Periods end on the same date the Loans to which those Interest Periods relate shall be consolidated into, and treated as, a single Loan on the last day of the relevant Interest Period.
12.3		Changes to Interest Periods
12.3.1		Prior to determining the interest rate for a Utilisation, the Agent may shorten the Interest Period for any Loan to ensure that, when aggregated with the Available Facility, there are sufficient Loans (with an aggregate amount equal to or greater than the Reduction Instalment) which have an Interest Period ending on a Reduction Date for the scheduled reduction to occur.
12.3.2		If the Agent makes any of the changes to an Interest Period referred to in this clause 12.3, it shall promptly notify the Borrower and the Lenders.
12.4		Non-Business Days
		If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
13		Changes to the calculation of interest
13.1		Absence of quotations
		Subject to clause 13.2 (Market disruption), if EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

Execution version

13.2		Market disruption
13.2.1		If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the rate per annum which is the sum of:

	(a)		the Margin;
	(b)		the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and
	(c)		the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

13.2.2

In this Agreement “Market Disruption Event” means:

	(a)		at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine EURIBOR for the relevant Interest Period; or
	(b)		before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 40 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of EURIBOR.

13.3		Alternative basis of interest or funding
13.3.1		If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.
13.3.2		Any alternative basis agreed pursuant to clause 13.3.1 above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.
13.4		Break Costs
13.4.1		The Borrower shall, within five Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by it on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.
13.4.2		Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.
14		Fees
14.1		Commitment fee
14.1.1		The Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the rate of 1.10 per cent. per annum on that Lender’s Available Commitment for the Availability Period.
14.1.2		The accrued commitment fee is payable semi-annually in arrear on each 30 June and 31 December during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

Execution version

14.2		Arrangement fee
		The Borrower shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.
14.3		Agency fee
		The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.
14.4		Fees payable in respect of Bank Guarantees
14.4.1		The Borrower (or the Parent on its behalf) shall pay to the Issuing Bank (for its own account) a fronting fee in respect of each Bank Guarantee requested in accordance with the Fee Letter.
14.4.2		The Borrower (or the Parent on its behalf) shall pay to the Agent (for the account of each Lender) a Bank Guarantee fee at an annual rate of 225 basis points on the outstanding amount of each Bank Guarantee requested by it for the period from the issue of that Bank Guarantee until such Bank Guarantee is repaid or prepaid in full. This fee shall be distributed according to each Lender’s Guarantee Proportion of that Bank Guarantee.
14.4.3		The accrued Bank Guarantee fee on a Bank Guarantee shall be payable on the first day of each successive period of three Months (or such shorter period as shall end on the Expiry Date for that Bank Guarantee) starting on the date of issue of that Bank Guarantee. The accrued Bank Guarantee fee is also payable to the Agent on the cancelled amount of any Lender’s Commitment at the time the cancellation is effective if that Commitment is cancelled in full and the Bank Guarantee is prepaid or repaid in full.

Execution version

SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

15		Tax gross up and indemnities
15.1		Definitions
15.1.1		In this clause 15:
		“Protected Party” means a Finance Party that is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
		“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.
		“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.
		“Tax Payment” means an increased payment made by an Obligor to a Finance Party under clause 15.2 (Tax gross-up) or a payment under clause 15.3 (Tax indemnity).
15.1.2		In this clause 15 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.
15.2		Tax gross-up
15.2.1		Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
15.2.2		Each of the Parent and the Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Parent, the Borrower and that Obligor.
15.2.3		If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
15.2.4		An Obligor is not required to make an increased payment to a Lender under clause 15.2.3 above for a Tax Deduction in respect of tax imposed on a payment of interest on a Loan, if on the date on which the payment falls due, the Obligor making the payment is able to demonstrate that the payment:

	(a)		relates to a Tax referred to in clause 15.3.2 (Tax indemnity); or
	(b)		could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under clause 15.2.7 below.

15.2.5

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Execution version

15.2.6		Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
15.2.7		A Finance Party and each Obligor that makes a payment to which that Finance Party is entitled shall, to the extent practicable, co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.
15.3		Tax indemnity
15.3.1		The Borrower shall (within five Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost that that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
15.3.2		Clause 15.3.1 above shall not apply with respect to any Tax assessed on a Finance Party:

	(a)		under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
	(b)		under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if in either case that Tax is imposed on or calculated by reference to the net income or profit (or similar calculation) received or receivable (but not any sum deemed to be received or receivable) by that Finance Party.

15.3.3		A Protected Party making, or intending to make, a claim pursuant to clause 15.3.1 shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.
15.3.4		A Protected Party shall, on receiving a payment from an Obligor under this clause 15.3, notify the Agent.
15.4		Tax Credit
15.4.1		If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

	(a)		a Tax Credit is attributable to that Tax Payment; and
	(b)		that Finance Party has obtained, utilised and retained that Tax Credit,

		the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been made by the Obligor.
15.4.2		If such a Tax Credit by reference to which a Finance Party has made a payment to an Obligor under clause 15.4.1(a) above is subsequently disallowed or cancelled, the Obligor must reimburse any payment made under clause 15.4.1(a) above to the relevant Finance Party.
15.4.3		If an Obligor makes a Tax Payment, a Finance Party will be under no obligation whatsoever to claim a Tax Credit if in the opinion of that Finance Party the making of such claim might have an adverse

Execution version

		effect on its business, operations, property, condition or prospects (financial or otherwise). The relevant Obligor shall bear any out of pocket costs incurred by a Finance Party in making such a claim.
15.5		Stamp taxes
		The Borrower shall pay and, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
15.6		Value added tax
15.6.1		All consideration payable under a Finance Document by an Obligor to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Obligor shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.
15.6.2		Where a Finance Document requires an Obligor to reimburse a Finance Party for any costs or expenses, that Obligor shall also at the same time pay and indemnify that Finance Party against all VAT incurred by that Finance Party in respect of the costs or expenses save to the extent that that Finance Party is entitled to repayment or credit in respect of the VAT.
16		Increased costs
16.1		Increased costs
16.1.1		Subject to clause 16.3 (Exceptions) the Borrower shall, within five Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any substantiated Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.
16.1.2		In this Agreement “Increased Costs” means:

	(a)		a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;
	(b)		an additional or increased cost; or
	(c)		a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

16.2		Increased cost claims
16.2.1		A Finance Party intending to make a claim pursuant to clause 16.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.
16.2.2		Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

Execution version

16.3		Exceptions
16.3.1		Clause 16.1 (Increased costs) does not apply to the extent any Increased Cost is:

	(a)		attributable to a Tax Deduction required by law to be made by an Obligor;
	(b)		compensated for by clause 15.3 (Tax indemnity) (or would have been compensated for under clause 15.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in 15.3.2 (Tax indemnity) applied);
	(c)		compensated for by the payment of the Mandatory Cost; or
	(d)		attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

16.3.2		In this clause 16.3, a reference to a “Tax Deduction” has the same meaning given to the term in clause 15.1 (Definitions).
17		Other indemnities
17.1		Currency indemnity
17.1.1		If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

	(a)		making or filing a claim or proof against that Obligor;
	(b)		obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

		that Obligor shall as an independent obligation, within five Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
17.1.2		Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
17.2		Other indemnities
		The Borrower shall (or the Parent shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:
17.2.1		the occurrence of any Event of Default;
17.2.2		a failure by an Obligor to pay any amount due under a Finance Document on its due date, including any cost, loss or liability arising as a result of clause 30 (Sharing among the Finance Parties);
17.2.3		funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower (or the Parent on its behalf) in a Utilisation Request but not made by reason of the operation of any

Execution version

		one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);
17.2.4		a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower (or the Parent on its behalf); or
17.2.5		any Environmental Claim or breach of Environmental Law relating to any member of the ZPR Group.
17.3		Indemnity to the Agent
		The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
17.3.1		investigating any event which it reasonably believes is a Default; or
17.3.2		acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised (unless such cost, loss or liability incurred is a direct result of he Agent’s gross negligence or wilful misconduct).
18		Mitigation by the Lenders
18.1		Mitigation
18.1.1		Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 10.1 (Illegality), clause 15 (Tax gross-up and indemnities), clause 15.1 (Increased costs) or paragraph 3 of Schedule 4 (Mandatory Cost Formulae) including transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
18.1.2		Clause 18.1.1 above does not in any way limit the obligations of any Obligor under the Finance Documents.
18.2		Limitation of liability
18.2.1		The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under clause 18.1 (Mitigation).
18.2.2		A Finance Party is not obliged to take any steps under clause 18.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
19		Costs and expenses
19.1		Transaction expenses
		The Borrower shall, following satisfaction of all conditions of Utilisation, promptly on demand pay the Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:
19.1.1		this Agreement and any other documents referred to in this Agreement; and
19.1.2		any other Finance Documents executed after the date of this Agreement.

Execution version

19.2		Amendment costs
		If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to clause 31.9 (Change of currency), the Borrower shall, within five Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.
19.3		Enforcement costs
		The Borrower shall, within five Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

Execution version

SECTION 7
GUARANTEE

20		Guarantee (Selbstschuldnerische Bürgschaft)
20.1		Guarantee (Selbstschuldnerische Bürgschaft)
		Each Guarantor irrevocably and unconditionally jointly and severally:
20.1.1		guarantees (verbürgt sich im Wege einer selbstschuldnerischen Bürgschaft) to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;
20.1.2		undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall pay that amount as if it was the principal obligor; and
20.1.3		indemnifies each Finance Party against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed (verbürgt) by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.
20.2		Continuing guarantee
		This guarantee (Selbstschuldnerische Bürgschaft) is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
20.3		Reinstatement
		If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:
20.3.1		the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and
20.3.2		each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.
20.4		Waiver of defences
20.4.1		The obligations of each Guarantor under this clause 20 will not be affected by an act, omission, matter or thing which, but for this clause 20, would reduce, release or prejudice any of its obligations under this clause 20 (whether or not known to it or any Finance Party) including:

	(a)		any time, waiver or consent granted to, or composition with, any Obligor or other person;
	(b)		the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the ZPR Group;
	(c)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non presentation or non observance of any formality or other

Execution version

			requirement in respect of any instrument or any failure to realise the full value of any security;
	(d)		any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
	(e)		any amendment or replacement of a Finance Document or any other document or security;
	(f)		any amendment, replacement or release of security (waiver of rights under Section 776 of the German Civil Code (BGB));
	(g)		any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
	(h)		any insolvency or similar proceedings.

20.4.2

In addition, each Guarantor hereby expressly waives:

	(a)		its defence pursuant to Section 770(1) German Civil Code (BGB) that any of the Obligors’ obligations secured by this guarantee may be avoided (Einrede der Anfechtung);
	(b)		its defence that the respective Finance Party may satisfy or discharge any of the relevant Obligors’ obligations secured by this guarantee by the way of set-off (waiver of the defence under Section 770(2) German Civil Code (BGB)); and
	(c)		to the extent possible, its defence pursuant to Section 768(1) German Civil Code (BGB)) that relevant Obligor has a defence against any of the of the Obligors’ obligations secured by this guarantee (Einreden des Hauptschuldners).

20.5

Immediate recourse

		Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause 20 (Verzicht auf die Einrede der Vorausklage (Section 771] German Civil Code (BGB))). This waiver applies irrespective of any provision of a Finance Document to the contrary.
20.6		Appropriations
		Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:
20.6.1		refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
20.6.2		hold in an interest bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this clause 20.
20.7		Deferral of Guarantors’ rights
		Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no

Execution version

		Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:
20.7.1		to be indemnified by an Obligor;
20.7.2		to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; and/or
20.7.3		to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.
20.8		Release of Guarantors’ right of contribution
		If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:
20.8.1		that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and
20.8.2		each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.
20.9		Additional security
		This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.
20.10		German Obligors
20.10.1		To the extent a German Obligor guarantees liabilities other than its own liabilities or liabilities of its Subsidiaries (up-stream or cross-stream guarantees), the Security Agent agrees to release any amounts resulting from the enforcement of this Guarantee if and only to the extent the relevant German Obligor demonstrates, by evidence reasonable satisfactory to the Lenders, that the application of the proceeds resulting from the enforcement of this Guarantee would otherwise lead to a reduction of :

	(a)		its Net Assets (as defined below) (Reinvermögen) to an amount less than its stated share capital (Stammkapital); or
	(b)		if its net assets have already fallen below the registered share capital, causing such amount to be further reduced.

20.10.2

If, at any time prior to a demand under the security, a German Obligor demonstrates to the satisfaction of the Security Agent that payment in full of an amount due from it under this Guarantee would lead to one of the effects referred to in clause 20.10.1 above, then the amount due for payment at that time hereunder by that German Obligor will be reduced to the extent necessary to ensure compliance by that German Obligor with its obligations to preserve its stated share capital.

Execution version

20.10.3		If the Security Agent is not satisfied with the evidence given by a German Obligor pursuant to clause 20.10.1 above and/or clause 20.10.2 above, such German Obligor may within 15 calendar days (or such longer period as has been agreed between that German Obligor and the Security Agent for such purpose) from the date the Security Agent has given such German Obligor written notice to this effect (the “Notice”), request a determination by auditors of international standing and reputation of the amount of the available Net Assets, as defined below (the “Auditor’s Determination”). If the Security Agent and that German Obligor do not agree on the appointment of a joint auditor within 5 Business Days from the date the Security Agent has given the Notice the Security Agent is entitled to appoint auditors of international standing and reputation. The amount determined as the available Net Assets in the Auditor’s Determination shall be (except for manifest error) binding for all Parties. The costs of the Auditor’s Determination shall be borne by that German Obligor.
20.10.4		No release or reduction of any of the proceeds resulting from the enforcement of this Guarantee in accordance with 20.10.1 above or clause 20.10.2 above will prejudice the rights of the Security Agent to claim (again) under this Guarantee in respect of any of the released or reduced amount.
20.10.5		The calculation of net assets (Reinvermögen) shall include the assets pursuant to Paragraph 266(2)(A) and (B) of the German Commercial Code (HGB) less liabilities pursuant to Paragraph 266(3)(B) and (C) of the German Commercial Code (HGB) (the “Net Assets”) provided that for the purposes of the calculation of the Net Assets in this clause 20.10 the following balance sheet items shall be adjusted as follows:

	(a)		the amount of any increase of registered share capital after the date hereof that has been effected contrary to the provisions of the Finance Documents shall be deducted from the registered share capital;
	(b)		loans made available to the relevant German Obligor (and/or, as the case may be, its general partner) by any members of the ZPR Group as far as such loans are subordinated or qualify under Section 32a of the German Limited Liability Companies Act (GmbHG) (or, as the case may be, the respective provision of the German Commercial Code (HGB)) shall be disregarded;
	(c)		loans and other contractual liabilities incurred by the relevant German Obligor (and/or, as the case may be, its general partner) in violation of the provisions of any of the Finance Documents shall be disregarded; and
	(d)		any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that can be realised, to the extent legally permitted and commercially justifiable with regard to costs and efforts involved, shall be taken into account with its market value.

20.10.6

The limitations set out in this clause 20.10 shall not apply (i) to any proceeds resulting from the enforcement of this Guarantee which relate to any amounts owed under this Agreement which have been on-lent, or otherwise passed on, to the respective German Obligor or any of its Subsidiaries and which are still outstanding and (ii) if and for so long as the relevant German Obligor is subject to a domination agreement (Beherrschungsvertrag) as a dominated company (beherrschte Gesellschaft).

Execution version

SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

21		Representations
21.1		General
21.1.1		Each Obligor makes the representations and warranties set out in this clause 21 to each Finance Party on the date of this Agreement.
21.1.2		Each Obligor acknowledges that the Finance Parties have entered into this Agreement in reliance on those representations and warranties.
21.2		Status
21.2.1		It and each of its Subsidiaries:

	(a)		(other than in respect of any limited partnership) is duly incorporated and validly existing under the laws of the respective jurisdictions of their incorporation as limited liability companies;
	(b)		(in case of any limited partnership only), is duly established and validly existing as a limited partnership under the laws of the Federal Republic of Germany; and
	(c)		(in the case of a German Obligor only) the place from which it is administered and where all managerial decisions are taken (tatsächlicher Verwaltungssitz) is located within the Federal Republic of Germany.

21.2.2		It and each of its Subsidiaries has the power to own its assets.
21.2.3		It and each of its Subsidiaries has all material Authorisations necessary to carry on its business as it is being conducted.
21.3		Binding obligations
		The obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations subject to and limited by the provisions of any applicable bankruptcy, insolvency, liquidation, reorganisation, moratorium or other laws of general application from time to time in effect relating to or affecting the creditors’ rights and remedies generally.
21.4		Non-conflict with other obligations
		The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:
21.4.1		any law or regulation applicable to it;
21.4.2		its or any of its Subsidiaries’ constitutional documents; or
21.4.3		any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets (other than any such agreements, instruments or assets that form part of or are related to the facilities agreements being paid out and discharged by virtue of the Refinancing);
		where, in respect of clause 21.4.1 above or clause 21.4.2 above, such non-performance or conflict might reasonably be expected to have a Material Adverse Effect

Execution version

21.5		Power and authority
		It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.
21.6		Validity and admissibility in evidence
		All Authorisations required to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party have been obtained or effected and are in full force and effect.
21.7		Governing law and enforcement
		The choice of German law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.
21.8		Deduction of Tax
		It is not required under the law of its jurisdiction of incorporation or establishment, any jurisdiction in which it carries on business or any jurisdiction in which it is tax resident to make any deduction for or on account of Tax from any payment it may make under any Finance Document.
21.9		No filing or stamp taxes
		Under the law of its jurisdiction of incorporation or establishment it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.
21.10		No default
21.10.1		No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.
21.10.2		No other event or circumstance is outstanding which constitutes a default (howsoever defined) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.
21.11		No misleading information
21.11.1		Any factual information provided by any member of the ZPR Group for the purposes of any Permitted Transaction was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
21.11.2		So far as it is aware after making due and diligent enquiries, all other written information provided by any member of the ZPR Group (including its advisers) to a Finance Party was true, complete and accurate in all material respects as at the date it was provided and, except as may be superseded by subsequent written information provided to such Finance Party, is not misleading in any material respect.

Execution version

21.12		Financial statements
21.12.1		Its most recent financial statements (delivered in accordance with clause 22.1 (Financial statements) fairly and truly represent its financial condition and operations during the relevant financial year.
21.12.2		There has been no Material Adverse Change in its business or financial condition (or the business or consolidated financial condition of the ZPR Group, in the case of the Parent) since the delivery of the latest financial statements in accordance with this Agreement.
21.13		Pari passu ranking
		Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
21.14		No proceedings pending or threatened
		No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.
21.15		Insurances
		It maintains Insurance on and in relation to its business and assets with reputable underwriters or insurance companies against such risks and to such extent as is usual for prudent companies carrying on a business such as that carried on by it and, so far as it is aware, no event or circumstance has occurred, nor has there been any omission to disclose a fact, which would in either case entitle any insurer to avoid or otherwise reduce its liability under any policy relating to the Insurances.
21.16		Good title to assets
		It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, the assets necessary to carry on its business in all material respects as presently conducted.
21.17		Environmental compliance
21.17.1		It and each of its Subsidiaries has obtained all requisite Environmental Licences required for the carrying on of its business as currently conducted and has at all times complied with:

	(a)		all applicable Environmental Laws;
	(b)		the terms and conditions of such Environmental Licences; and
	(c)		all other covenants, conditions, restrictions and agreements directly or indirectly concerned with any Environmental Contamination,

		where failure to do so might reasonably be expected to have a Material Adverse Effect.
21.17.2		There are to its knowledge no circumstances which prevent or interfere, or which may reasonably be expected to prevent or interfere, with the compliance in the future of it and each of its Subsidiaries with all applicable Environmental Laws, the terms of all Environmental Licences

Execution version

		referred to in clause 21.17.1 above and all covenants, conditions, restrictions and agreements referred to in such clause.
21.18		Environmental Claims
		No Environmental Claim which, if determined against it or any of its Subsidiaries, might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.
21.19		Taxation
21.19.1		It and each of its Subsidiaries has duly and punctually paid and discharged all Taxes imposed upon it or its assets or, as the case may be, upon such Subsidiary or the assets of such Subsidiary within the time period allowed without incurring penalties (save to the extent that (i) payment is being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP and (ii) payment can be lawfully withheld) and to the extent that any Taxes are not due and payable, the Borrower has provided adequate reserves for the payment of those Taxes in accordance with GAAP.
21.19.2		It and each of its Subsidiaries is not materially overdue in the filing of any Tax returns.
21.19.3		No claims are being or are reasonably likely to be asserted against it or any of its Subsidiaries with respect to Taxes which might reasonably be expected to have a Material Adverse Effect.
21.20		Indebtedness
		No Obligor and no other member of the ZPR Group has any Financial Indebtedness other than Permitted Indebtedness.
21.21		No Security
		Save for any Permitted Encumbrances:
21.21.1		no Security exists over any of the assets of any Obligor or any other member of the ZPR Group; and
21.21.2		no arrangement or transaction as described in clause 24.13.2 (Negative pledge) has been entered into by any Obligor or any other member of the ZPR Group and is outstanding.
21.22		Consents etc. relating to any Permitted Transaction
		All material Authorisations which are required to be obtained under any applicable law or regulation for the consummation of each Permitted Transaction (including approval from shareholders, third parties and all applicable competition and anti-trust regulations authorities) have been obtained and are in full force and effect and all conditions of any such Authorisation have been complied with or will be complied with in accordance with their terms.
21.23		Repetition
21.23.1		The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(a)

the date of each Compliance Certificate and the date of each Utilisation Request; and

Execution version

(b)

in the case of an Additional Guarantor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Guarantor.

21.23.2		Each Repeating Representations to be made after the date of this Agreement shall be made or deemed to be made by reference to the facts and circumstances existing at the date the Repeating Representations is made.
22		Information undertakings
		The undertakings in this clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
22.1		Financial statements
		The Parent and/or the Borrower shall supply to the Agent in sufficient copies for all the Lenders:
22.1.1		as soon as they become available, but in any event within 90 days of the end of its financial years the Parent’s audited consolidated financial statements (including balance sheet, profit and loss statement, cash flow statement and related auditors’ report);
22.1.2		as soon as they become available, but in any event within 90 days of the end of its financial years the pro forma consolidated financial statements for the ZPR Group (including balance sheet, profit and loss statement and cash flow statement);
22.1.3		as soon as they become available, but in any event within 90 days of the end of its financial years the balance sheet, profit and loss statement, cash flow statement and related auditors’ report for the Borrower (and, on the Agent’s request, each Obligor individually) for such financial year, audited by a recognised firm of independent auditors licensed to practise in the Federal Republic of Germany;
22.1.4		as soon as available, but no later than 45 days after the end of each financial quarter year, the balance sheet, profit and loss statement and cash flow statement for the Borrower for such period which will be in a form reasonably acceptable to the Lenders;
22.1.5		30 days prior to the beginning of the relevant financial year, the budgeted balance sheet, the budgeted profit and loss statement and the budgeted cash flow statement for the next following financial year for the Borrower; and
22.1.6		any financial statements delivered in accordance with clause 22.1.1 above and clause 22.1.4 above shall be accompanied by the production report for the respective period, including, inter alia, actual production figures, operating cost figures, sales and sales price figures and the budgeted figures thereof.
22.2		Compliance Certificate
22.2.1		The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to clause 22.1.1 (Financial statements) and clause 22.1.4 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with clause 23 (Financial covenants) as at the date as at which those financial statements were drawn up.
22.2.2		Each Compliance Certificate shall be signed by two directors of the Borrower.
22.2.3		In case of a dispute between the Agent and the Borrower in respect to the data or computations set out in the Compliance Certificate the Agent may request an independent auditor to certify such data and calculations.

Execution version

22.3		Requirements as to financial statements
22.3.1		Each set of financial statements delivered pursuant to clause 22.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up.
22.3.2		Each of the Parent and the Borrower will at the request of the Agent require and authorise its auditors to discuss with the Lenders matters reasonably related to or arising out of the annual audit of the Parent or the Borrower by such auditors.
22.3.3		The Parent shall procure that each set of financial statements delivered pursuant to clause 22.1 (Financial statements) is prepared using GAAP.
22.3.4		The Parent shall procure that each set of financial statements of an Obligor delivered pursuant to clause 22.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices, reference periods or its auditors (or, if appropriate, the auditors of the Obligor) and delivers to the Agent:

	(a)		a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and
			sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 23 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements,
			provided that the Agent shall be entitled, in order for it to fulfil its duties under the Finance Documents (acting reasonably) to consult with the auditors of the relevant Obligor and the Borrower shall, at its cost, cause the auditors to assist and support the Agent.

		Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
22.4		Information: miscellaneous
		Each of the Parent and the Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):
22.4.1		promptly, the details of any newly created Permitted Encumbrances (save for the creation of any Security in accordance with paragraph (b) of the definition of Permitted Encumbrances);
22.4.2		promptly, upon the request of the Agent, a certified copy of any agreement between an Obligor and any other Subsidiary of the Ultimate Parent;
22.4.3		promptly, the details of any newly created Permitted Indebtedness;
22.4.4		promptly upon becoming aware of it, the details of any tax field audit (Betriebsprüfung) which is current, threatened or pending against any member of the ZPR Group;

Execution version

22.4.5		promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the ZPR Group, and which might, if adversely determined, have a Material Adverse Effect; and
22.4.6		promptly, the details of any change of its constitutional documents, any Transaction Document or any shareholders’ agreement.
22.5		Notification of default
22.5.1		Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).
22.5.2		Promptly upon a request by the Agent, the Parent shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
22.6		Use of websites
22.6.1		Each of the Parent and the Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Parent and the Agent (the “Designated Website”) if:

	(a)		the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;
	(b)		both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and
	(c)		the information is in a format previously agreed between the Borrower and the Agent.

		If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Parent and the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by them.
22.6.2		The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.
22.6.3		The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

	(a)		the Designated Website cannot be accessed due to technical failure;
	(b)		the password specifications for the Designated Website change;
	(c)		any new information which is required to be provided under this Agreement is posted onto the Designated Website;
	(d)		any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

Execution version

(e)

the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

		If the Borrower notifies the Agent under clause 22.6.3(a) above or clause 22.6.3(e) above, all information to be provided by the Parent and/or the Borrower under this Agreement after the date of that notice shall be supplied in paper form.
22.6.4		Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten Business Days.
22.7		“Know your customer” checks
22.7.1		If:

	(a)		the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
	(b)		any change in the status of an Obligor after the date of this Agreement; or
	(c)		a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

		obliges the Agent or any Lender (or, in the case of clause 22.7.1(c) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in clause 22.7.1(c) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in clause 22.7.1(c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
22.7.2		Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
22.7.3		The Parent shall, by not less than 10 Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of the Subsidiaries becomes an Additional Guarantor pursuant to clause 27 (Changes to the Obligors).
22.7.4		Following the giving of any notice pursuant to clause 22.7.1(c) above, if the accession of such Additional Guarantor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

Execution version

22.8		German Banking Act (Kreditwesengesetz)
		Upon request of the Agent, the Borrower shall provide the Agent with all such further information about its financial and business affairs, as well as the financial and business affairs of any of its Subsidiaries, in each case to the extent necessary for any Lender to comply with its duties under section 18 of the German Banking Act (Kreditwesengesetz).
23		Financial covenants
23.1		Financial definitions
23.1.1		In this clause 23:
		“Calculation Date” means each 30 June and 31 December in each calendar year commencing with 31 December, 2009;
		“Cash Flow” means, for any period, the sum of total operating cash flows generated by the Borrower (excluding, for the avoidance of doubt, any proceeds received from the sale or exercise of warrants or any other equity interests) after all operating expenses (including production and capital costs, royalties, general and administration costs, taxes and exploration and other expenses);
		“Current Assets” means, on any date, the aggregate of the current assets of the Borrower at such date (excluding any amount standing to the credit of the Shareholder Distribution Account);
		“Current Liabilities” means, on any date, the aggregate of the current liabilities of the Borrower at such date (but excluding any such liabilities relating to the Obligations);
		“Current Ratio” means, on any date, the ratio, expressed as a percentage, of:

	(a)		Current Assets
			to
	(b)		Current Liabilities.

“EBITDA” means, for any period, the consolidated earnings of the Borrower (together with any distribution by way of dividend or similar return on capital received by the Borrower from any person which is not a Subsidiary of the Parent), in each case for such period:

	(a)		before any deduction for or on account of corporation tax or other taxes on income or gains;
	(b)		before any deduction for Interest Expense;
	(c)		after deducting (to the extent included) Interest Receivable;
	(d)		excluding extraordinary items;
	(e)		after deducting (to the extent otherwise included) any gain over book value arising in favour of an Obligor on the disposal of any business or asset (not being any disposals made in the ordinary course of business) during such period and any gain arising on any revaluation of any business or asset during such period;

Execution version

	(f)		after adding back (to the extent otherwise deducted) any loss against book value incurred by an Obligor on the disposal of any business or asset (not being any disposals made in the ordinary course of business) during such period and any loss on any revaluation of any business or assets during such period;
	(g)		after adding back depreciation of fixed assets and amortisation of goodwill or intangible assets during that period, to the extent deducted.

“Interest Cover Ratio” means, for any period on any Calculation Date, the ratio, expressed as a percentage, of:

	(a)		EBITDA for such period,
			to
	(b)		Interest Expense for such period;

		“Interest Expense” means, for any period, the amount in EUR which will be necessary in order to pay in full all interest, premium and similar amounts (howsoever characterised and including (a) the interest element of finance leases, (b) interest on and repayment and prepayment of Subordinated Debt, (c) discount and acceptance fees payable (or deducted), (d) fees payable in connection with the issue or maintenance of any bond or bank guarantee, guarantee or other insurance against Financial Indebtedness and issued by a third party on behalf of the Obligors, (e) repayment and prepayment premiums payable or incurred in repaying or prepaying any Financial Indebtedness, and (f) commitment, utilisation and non-utilisation fees payable or incurred in respect of Financial Indebtedness) accruing in respect of, this agreement and all other Financial Indebtedness of the Obligors which have become due and payable during such period;
		“Interest Receivable” means, for any period, the amount of interest (which for this purpose shall include all payments of the type described in the definition of Interest Expense) accrued due to the Obligors during such period whether or not paid;
		“Leverage Ratio” means the ratio of Net Debt to EBITDA;
		“Net Debt” means, on any date, the excess of:
		the sum of:
		the principal amount of Utilisations outstanding on such date;
		the principal amount of other Financial Indebtedness (except current payables to suppliers) of the Obligors outstanding on such date;
		less
		Unencumbered Cash at such date. For the avoidance of doubt, Subordinated Debt is not accounted for Net Debt;
		“Obligations” means, with respect to each Obligor, all obligations of such Obligor with respect to the repayment or performance of all obligations (monetary or otherwise) of such Obligor arising under or in connection with the Finance Documents and each other loan document and where the term “Obligations” is used without reference to a particular Obligor, such term means the Obligations of all Obligors.

Execution version

		“Unencumbered Cash” means, at any date, the principal amount of freely available cash balances maintained by the Borrower in bank accounts maintained with financial institutions located in approved locations on such date (and, for the avoidance of doubt, a cash balance shall not be freely available if it is subject to any lien in favour of any third party (excluding, however, any such lien arising by way of set-off rights under mandatory principles of applicable law)
23.2		Leverage Ratio
		The Borrower shall ensure (and the Parent will procure) that the Leverage Ratio in respect of any twelve months period on any Calculation Date shall not exceed 3.00:1.
23.3		Interest Cover Ratio
		The Borrower shall ensure (and the Parent will procure) that the Interest Cover Ratio in respect of each twelve months period on any Calculation Date shall equal or exceed 1.20:1.
23.4		Current Ratio
		The Borrower shall ensure (and the Parent will procure) that the Current Ratio on any Calculation Date shall equal or exceed 110 per cent.
23.5		Calculations
		All calculations made for the purposes of the covenants set out in clause 23.2 (Leverage ratio) and clause 23.4 (Current Ratio) shall be made for the Borrower.
24		General undertakings
		The undertakings in this clause 24 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
24.1		Authorisations
		Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) promptly:
24.1.1		obtain, comply with and do all that is necessary to maintain in full force and effect; and
24.1.2		supply certified copies to the Agent of,
		any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.
24.2		Compliance with laws
		Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.
24.3		Insurance
24.3.1		The Borrower shall (and the Parent shall ensure that each other member of the ZPR Group will) at all times effect and maintain insurance on and in relation to its business and assets with reputable

Execution version

		underwriters or insurance companies against such risks and to such extent as is usual for prudent companies carrying on a business such as that carried on by it or such other member of the ZPR Group.
24.3.2		The Borrower shall (and the Parent shall ensure that each other member of the ZPR Group will) pay all premiums and do all other things necessary to keep on foot the insurances required to be effected and maintained by it pursuant to clause 24.3.1 above.
24.4		Transactions with third parties
		Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) conclude any transaction with a third party, irrespective of whether or not it is a Subsidiary of the Ultimate Parent, only on terms no less beneficial to it than those obtainable on an arm’s length basis. It will further waive any Financial Indebtedness owed by any person to it only for valuable market consideration.
24.5		Syndication
		In the event that the Original Lender notifies the Borrower of its intention to syndicate the facility. the Borrower shall provide at its own cost assistance to the Original Lender in the syndication of the Facility, including by taking all reasonable steps to make management available for the purpose of making presentations to, or meeting, potential lending institutions and comply with all reasonable requests for information from potential syndicate members.
24.6		Information Memorandum
		In the event that the Original Lender notifies the Borrower of its intention to syndicate the Facility, each of the Parent and the Borrower shall use reasonable best endeavours to assist the Original Lender in the preparation of a Information Memorandum and ensure that, save as otherwise disclosed in the Information Memorandum, the factual information contained in the Information Memorandum is true and accurate and complete in all material respects on the date thereof (or, if different, as of the date when it is stated) and that the Borrower and the Obligors do not omit to make any disclosure which would make the Information Memorandum misleading in any material respect, and in the case of any financial projections or expressions of opinion contained in the Information Memorandum, procure that such projections and expressions are prepared or made in good faith and on the basis of assumptions believed by the Parent or any of its Subsidiaries to be reasonable and ensure that, if in the opinion of the Arranger it is necessary for the purpose of syndication, the Information Memorandum is updated immediately prior to syndication.
24.7		Pari passu ranking
		Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) ensure that its payment obligations under the Finance Documents will rank at least pari passu with the claims of all its unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
24.8		Environmental compliance
24.8.1		Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) obtain and maintain all requisite Environmental Licences and comply with:

	(a)		all applicable Environmental Laws;
	(b)		the terms and conditions of all Environmental Licences applicable to it; and

Execution version

(c)

all other covenants, conditions, restrictions and agreements directly or indirectly concerned with any Environmental Contamination,

		and take all reasonable steps in anticipation of known or expected future changes to or obligations under the same, in each case where failure to do so might reasonably be expected to have a Material Adverse Effect.
24.8.2		Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) take all action necessary to prevent the sites from being affected by Environmental Contaminations. In particularly, the Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) carry out investigation measures for purposes of risk assessment, clean-up measures, protective containment measures or measures to eliminate, reduce or otherwise remedy an immediate danger to life or health, provided, however, that such measures (i) have to be performed pursuant to a final or immediate ordinance by any authorities, court judgment, or an agreement with an authority relating to clean-up measures or (ii) are necessary to eliminate, reduce or otherwise remedy an immediate danger to life or health.
24.9		Environmental Claims
		The Borrower shall inform the Agent in writing as soon as reasonably practicable upon its becoming aware of:
24.9.1		any Environmental Claim which has been commenced or threatened against any member of the ZPR Group; or
24.9.2		any facts or circumstances which will or are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the ZPR Group,
		where the claim might, if determined against that member of the ZPR Group, reasonably be expected to have a Material Adverse Effect.
24.10		Taxation
24.10.1		Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) duly and punctually pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties (save to the extent that (i) payment is being contested in good faith, (ii) adequate reserves are being maintained for those Taxes and (iii) payment can be lawfully withheld).
24.10.2		No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will) be materially overdue in the filing of any Tax returns.
24.10.3		Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) do all such things as are necessary to ensure that no claims are or are reasonably likely to be asserted against any member of the ZPR Group with respect to Taxes which might reasonably be expected to have a Material Adverse Effect.
24.11		Refinancing
		Each of the Parent and the Borrower will procure that all acts and things (including the execution of powers of attorney, assignments or other instruments) as are reasonably required to give effect to the purposes of Refinancing are, or will promptly be, done (and do nothing to jeopardise the same).

Execution version

24.12		Capitalisation
		Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will) ensure that, at all times after the date of this Agreement or, if later, the date it becomes a Party, it and each of its Subsidiaries have sufficient equity to be and remain in compliance with all thin capitalisation rules applicable to it and them.
24.13		Negative pledge
24.13.1		No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will) create or permit to subsist any Security over all or any of its assets or create any restriction or prohibition on encumbrances over all or any of its assets.
24.13.2		No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will):

	(a)		sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the ZPR Group;
	(b)		sell, transfer or otherwise dispose of any of its receivables on recourse terms;
	(c)		enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
	(d)		enter into any other preferential arrangement having a similar effect,

		in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
24.13.3		Clause 24.13.1 above and clause 24.13.2 above do not apply to any Permitted Encumbrances.
24.14		Disposals
24.14.1		Except as permitted under clause 24.14.2, no Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset, including any material investment (Beteiligungen) or divisions (Betriebsteile).
24.14.2		Clause 24.14.1 above does not apply to any sale, lease, transfer or other disposal:

	(a)		made in the ordinary course of business of the disposing entity;
	(b)		of assets in exchange for other assets comparable or superior as to type, value and quality;
	(c)		of assets that are worn out, obsolete or redundant;
	(d)		which is a Permitted Transaction;
	(e)		to which the Majority Lenders have given their prior written consent; or
	(f)		where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under clause 24.14.2(a), clause 24.14.2(b) and clause 24.14.2(c) above) does not exceed EUR 1,000,000 (or its equivalent in another currency or currencies) in any financial year.

Execution version

24.15		Financial Indebtedness
		No Obligor shall incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness other than, in each case, Permitted Indebtedness.
24.16		Treasury Transactions
24.16.1		No Obligor shall (and the Parent will procure that no members of the ZPR Group will) enter into any Treasury Transaction, other than the hedging transactions contemplated by the Hedging Strategy and documented by the Hedging Agreements.
24.16.2		The Borrower shall ensure that all hedging arrangements contemplated by the Hedging Strategy are implemented in accordance with the terms of the Hedging Strategy and that such arrangements are not terminated, varied or cancelled without the prior consent of the Agent (acting on the instructions of the Majority Lenders), save (in the case of arrangements documented by the Hedging Agreements) as permitted by the Security Pooling Agreement.
24.17		Merger; agreement on profit
		No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will) enter into:
24.17.1		any amalgamation, demerger, merger, consolidation or corporate reconstruction or any transaction with the commercial effect of the foreging; or
24.17.2		any profit and loss transfer agreement (Ergebnisabführungsvertrag), any partnership agreements (stille Beteiligungen), any other intercompany agreement (Unternehmensvertrag) or any similar arrangement having as a consequence that a third party shares in the profits of any member of the ZPR Group or exercises control over any member of the ZPR Group,
		in each case other than:

	(a)		a Permitted Transaction;
	(b)		with the prior written consent of the Majority Lenders.

24.18		Major investment
		No Obligor shall (and the Parent will procure that no members of the ZPR Group will) without the prior written consent of the Agent acquire any assets (separately or in a series of related acquisitions):
24.18.1		the aggregate value of which exceeds EUR 10,000,000; and
24.18.2		that the funding of which is fully or partially provided for by the proceeds of a Loan.
24.19		Joint Ventures
24.19.1		Except as permitted under clause 24.19.2 below, no Obligor shall (and the Parent shall ensure that no member of the ZPR Group will):

(a)

enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or